Allison J. Donovan
About Allison J. Donovan
Allison J. Donovan (age 44) is an independent director of Stock Yards Bancorp (SYBT) since 2022; she is a Member at Stoll Keenon Ogden PLLC (SKO) and has been with the firm since 2006, focusing on corporate, securities, M&A, and banking matters . All directors attended at least 98% of Board and committee meetings in 2024; the Board consists of a substantial majority of independent directors, with executive sessions held regularly . As of December 31, 2024, Donovan beneficially owned 2,393 shares of SYBT common stock (less than 1%), which include 400 SARs and 955 unvested RSUs counted under SEC rules . She is subject to director stock ownership guidelines requiring at least five times the annual cash retainer within five years and is covered by a policy prohibiting hedging or pledging of company stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stoll Keenon Ogden PLLC | Member (Corporate/Securities/M&A/Banking) | Since 2006 | Legal adviser; banking and corporate law expertise |
| Kentucky-based banking institution | Director (prior) | Not disclosed | Adds banking board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lexington Children’s Museum | Board Member | Not disclosed | Community engagement |
| Kentucky Bar Foundation | Director; President (recently) | Not disclosed | Legal community leadership |
| American Heart Association | Nonprofit board role (prior) | Not disclosed | Community engagement |
| John W. Rowe Foundation, Inc. | Nonprofit board role (prior) | Not disclosed | Community engagement |
Board Governance
- Independence: Board affirmatively determined Donovan is independent under Nasdaq and company guidelines; the annual review specifically noted the Bank’s engagement of SKO for legal services but deemed the relationship not material to impair independence .
- Committee assignments: Nominating & Corporate Governance Committee; Credit & Risk Committee .
- Chair roles: None for Donovan (committee chairs are Priebe—Nominating & Corporate Governance; Heintzman—Credit & Risk) .
- Attendance and engagement: Board held eight meetings in 2024; all directors attended at least 98% of Board and committee meetings; executive sessions led by the Lead Independent Director occur at least twice annually .
- Risk oversight: Credit & Risk Committee met four times in 2024 overseeing credit, cyber/information security, compliance/legal, CRA/fair lending; Nominating & Corporate Governance Committee met four times overseeing governance, stock ownership guidelines, board effectiveness, and ESG oversight .
- Ownership policies: Directors must own at least 5x annual cash retainer within five years; directors and executives are prohibited from hedging or pledging company stock .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $65,050 | Board/committee fees and per-meeting fees (structure updated for 2025) |
| Stock Awards ($) | $50,000 (RSUs) | 955 RSUs granted in Jan 2024; fair value-based allocation |
| Option Awards ($) | $0 | Directors did not receive options in 2024 |
| All Other Compensation ($) | $1,165 | Dividends on 2024 RSUs, paid upon vesting in Jan 2025 |
| Total ($) | $116,215 | Sum of components |
2025–2026 Director Compensation Program (effective Jan 1, 2025):
| Element | Member Cash Retainer | Member Equity Retainer | Per Meeting Fee | Chair Additional Cash Retainer | Lead Director Additional Cash Retainer |
|---|---|---|---|---|---|
| Board of Directors | $48,000 | $54,000 | $1,625 | $0 | $20,000 |
| Audit Committee | — | $1,200 | — | $15,000 | — |
| Compensation Committee | — | $800 | — | $12,000 | — |
| Nominating & Corporate Governance Committee | — | $800 | — | $3,000 | — |
| Credit & Risk Committee | — | $900 | — | $9,000 | — |
| Trust Committee | — | $800 | — | $4,000 | — |
Directors may defer fees into the Director Nonqualified Deferred Compensation Plan; approximately 94% of aggregate director balances were invested in company stock as of Dec 31, 2024 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director Annual Grant) | Jan 2024 | 955 | $50,000 | Fully vest one year from grant; dividends held until vesting (paid Jan 2025) | None; time-based vesting only (no TSR/financial hurdles) |
No director PSUs or option awards were granted in 2024; director equity is time-based RSUs, not performance-conditioned .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None |
| Public company boards (prior) | Not disclosed |
| Private/nonprofit boards | Lexington Children’s Museum; Kentucky Bar Foundation; American Heart Association; John W. Rowe Foundation, Inc. |
| Potential interlocks/related-party | Bank regularly engages SKO (Donovan’s firm) for legal services; independence review concluded the relationship is not material and does not impair independence; related-party transactions are reviewed by the Audit Committee |
Expertise & Qualifications
- Skills per Board Skills Matrix include: Legal & Regulatory; Banking & Financial Services; Mergers & Acquisitions; Community Engagement; Corporate Governance .
- Professional background: Member at SKO since 2006; prior director experience at a Kentucky-based banking institution; leadership in legal community and nonprofits .
- Lead Independent Director context: SYBT maintains strong independent oversight with a Lead Independent Director when CEO is not independent; independent committees provide oversight across audit, compensation, governance, credit/risk, and trust .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Dec 31, 2024) | 2,393 shares (includes derivatives/unvested counted under SEC rules) | Less than 1% of outstanding |
| SARs included | 400 | SARs currently exercisable or exercisable within 60 days counted as beneficial |
| Unvested RSUs included | 955 | Counted as beneficial under SEC rules |
| Director Deferred Compensation Plan shares | 0 | No deferred plan shares for Donovan |
| Ownership guidelines | 5x annual cash retainer within 5 years | Applies to all non-management directors |
| Hedging/pledging policy | Prohibited for directors and executive officers | Alignment-focused policy |
Governance Assessment
- Strengths: Independent status affirmed; active committee roles in governance and risk; high Board/committee attendance in 2024; robust director ownership guidelines; anti-hedging/pledging policy; director compensation reviewed biennially with independent consultant (Aon) to align with peers .
- Engagement: Governance and ESG oversight via Nominating & Corporate Governance Committee; Credit & Risk Committee oversight of credit, cyber/information security, compliance/legal, CRA/fair lending; regular executive sessions with Lead Independent Director .
- Potential conflicts: The Bank’s engagement of SKO (Donovan’s firm) for legal services is disclosed; the Nominating & Corporate Governance Committee determined the relationship not material; related-party transactions are monitored quarterly and reviewed by Audit and Nominating committees—mitigating conflict risk .
- Ownership alignment: Donovan’s reported beneficial ownership includes time-based RSUs and SARs; she is under five-year window to meet 5x cash retainer guideline; individual compliance status not disclosed—monitor ongoing accumulation against guideline as a signal of alignment .
- Red flags: None identified specific to Donovan; no delinquent Section 16(a) reporting noted in the proxy section header; watch-for items include ongoing related-party monitoring of SKO engagement and progression toward stock ownership guideline .
